(1) Represents costs associated with our separation from Fifth Third Bank and acquisition and integration costs in connection with our acquisitions.

(2) Represents amortization of intangible assets acquired through business combinations and customer portfolio and related asset acquisitions.

(3) Represents non-operating expenses primarily associated with the refinancing of our debt in 2012 and 2011 and the termination of our interest rate swaps in 2012.

(4) Represents adjustments to income tax expense assuming conversion of non-controlling interests into shares of Class A common stock.

(5) Net income assumes the conversion of non-controlling interests into shares of Class A common stock.

(6) Depreciation and amortization represents expense associated with our property and equipment, assuming that our property and equipment at December 31, 2011 was in place on January 1, 2011.

(7) Represents adjustment to reflect what our 2011 interest expense would have been if the Company’s level of debt and applicable terms as of December 31, 2011 was outstanding on January 1, 2011.
       
Schedule 8
Vantiv, Inc.
Reconciliation of GAAP Income from Operations to Adjusted EBITDA

(Unaudited)

(in thousands)
 
Three Months Ended Nine Months Ended
September 30,   September 30, September 30,   September 30,
2012 2011 % Change 2012 2011 % Change
 
Income from operations $ 79,590 $ 66,413 20 % $ 213,484 $ 158,696 35 %
Depreciation and amortization 40,618 40,066 1 % 119,181 115,767 3 %
Transition, acquisition and integration costs(1) 2,254 4,095 (45 )% 6,291 31,725 (80 )%
Share-based compensation 9,396   809   NM 26,889   2,202   NM
Adjusted EBITDA $ 131,858   $ 111,383   18 % $ 365,845   $ 308,390   19 %

Non-GAAP Financial Measures

This schedule presents adjusted EBITDA, which is an important financial performance measure for the company, but is not a financial measure as defined by GAAP. Such financial measure should not be considered as an alternative to GAAP income from operations, and such measure may not be comparable to those reported by other companies.

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